stage
  • Declaration of Conformity of
    HORNBACH Holding AG & Co. KGaA

    PDF-Download PDF (101.70 kB)
      

    Declaration of Conformity with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)

    The general partner (HORNBACH Management AG, acting via its Board of Management) and the Supervisory Board of HORNBACH Holding AG & Co. KGaA hereby declare pursuant to § 161 of the German Stock Corporation Act (AktG):

    I. Preliminary remarks

    The German Corporate Governance Code (“the DCGK” or “the Code”) is tailored to companies with the legal form of a stock corporation (“AG”) or a European Company (“SE”) and does not account for the special circumstances of partnerships limited by shares (“KGaA”). Many of the recommendations made in the Code can only be applied in modified form to HORNBACH Holding AG & Co. KGaA. The following factors in particular require consideration:

    1. Management

    Many of the Code recommendations refer to the Board of Management. Unlike an AG, however, the KGaA does not have a Board of Management. At a KGaA, the tasks incumbent on the Board of Management are performed by the general partner, in this case HORNBACH Management AG.

    2. Supervisory Board

    The Code recommendations concerning the Supervisory Board also do not account for the legal form of a KGaA, where the rights and obligations of the Supervisory Board differ from those at an AG. Specif-ically, the Supervisory Board of a KGaA does not have any personnel competence in respect of any Board of Management at the general partner and also cannot obligate the latter in terms of the company’s management by laying down transactions subject to approval requirements.

    3. Annual General Meeting

    The Annual General Meeting of a KGaA basically has the same rights as that at an AG; it additionally passes resolution on the adoption of the company’s annual financial statements. Unlike at an AG, some of the resolutions adopted by the Annual General Meeting require the approval of the general partner. These include the adoption of the company’s annual financial statements.

    II. Declaration in respect of the DCGK in the version dated February 7, 2017

    The company basically complied with the recommendations of the Code in the version dated February 7, 2017 and published in the Federal Official Gazette on April 24, 2017 since the submission of its previous Declaration of Conformity in December 2019 through to the publication of the DCGK in its version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020.

    No application was made of the recommendations in Points 3.4 (1) Sentence 3, 3.8 (3), 4.1.3 Sentence 2, 4.1.5 Sentence 1, 4.2, 4.3, 5.1.2, and 5.2 (3).

    These deviations from the recommendations are due to the following considerations:

    a) Point 3.4 (1) Sentence 3:

    The KGaA does not have a Board of Management. By resolution dated October 9, 2015, the Su-pervisory Board laid down the general partner’s disclosure obligations in a code of procedure.

    b) Point 3.8 (3):

    In Point 3.8 (3), the Code recommended agreeing a specified deductible in any D&O insurance policy taken out for the Supervisory Board. No such deductible has been agreed at the expense of Supervisory Board members. This would reduce the attractiveness of Supervisory Board activities, and thus also the company’s chances in the competition to attract qualified candidates. The recommendation made in Point 3.8 (3) was therefore not followed.

    c) Point 4.1.3 Sentence 2:

    According to Point 4.1.3 Sentence 2, the Board of Management should institute appropriate measures reflecting the company’s risk situation (compliance management system) and disclose the main features of those measures. The KGaA does not have a Board of Management. Irrespective of this, the company has a compliance management system and discloses its main features.

    d) Point 4.1.5 Sentence 1:

    According to Point 4.1.5 Sentence 1, when appointing the company’s executives the Board of Management should consider diversity and in particular endeavor to achieve the appropriate con-sideration of women for such positions. The KGaA does not have a Board of Management.

    e) Point 4.2:

    In Point 4.2, the Code made several recommendations concerning the composition and remuneration of the Board of Management. The KGaA does not have a Board of Management. The Supervisory Board of HORNBACH Holding AG & Co. KGaA has no responsibility for appointing and dismissing the members of the Board of Management at the general partner, HORNBACH Management AG, or for specifying their contractual terms and conditions.

    f) Point 4.3:

    In Point 4.3, the Code made several recommendations concerning the treatment of conflicts of interest on the part of members of the Board of Management. The KGaA does not have a Board of Management. Conflicts of interest on the part of members of the Board of Management of the general partner, transactions with persons and companies closely related to such and any sideline activities are dealt with by the general partner. Pursuant to § 8 (1) Sentence 2 of the Articles of Association, however, the Supervisory Board represents the company in its dealings with the general partner in respect of all transactions.

    g) Point 5.1.2:

    The KGaA does not have a Board of Management. The Supervisory Board of a KGaA does not have any personnel competence in respect of the Board of Management of the general partner.

    h) Point 5.2 (3):

    The KGaA does not have a Board of Management. The Supervisory Board Chairman nevertheless maintained contact with the general partner and informed the Supervisory Board and would, if necessary, also have convened extraordinary meetings for this purpose.

    III. Declaration in respect of the DCGK in the version dated December 16, 2019

    1. Future-related section

    The company will in future basically comply with the recommendations of the Code in the version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020 with the exception of the deviations listed below.

    No application is made of the following recommendations: A.1, A.2, B.1 to B.5, D.6, E.2, E.3, G.1 to G.13, G.15, and G.16.

    These deviations from the recommendations are due to the following considerations:

    a) Recommendation A.1:

    When making appointments to executive positions at the company, the Board of Management should consider diversity. The KGaA does not have a Board of Management.

    b) Recommendation A.2:

    According to Recommendation A.2, the Board of Management should institute an appropriate compliance management system and disclose the main features of this system. Employees should be given the opportunity to report, in a protected manner, suspected breaches of the law within the company. The KGaA does not have a Board of Management. Irrespective of this, the company has a compliance management system whose main features are disclosed and which also gives employees the opportunity to report, in a protected manner, suspected breaches of the law within the company.

    c) Recommendations B.1 to B.5:

    In B.1 to B.5, the Code makes several recommendations concerning the composition of the Board of Management, including succession planning. The KGaA does not have a Board of Management. The Supervisory Board does not have the powers to appoint members of the Board of Management at the general partner.

    d) Recommendation D.6:

    The KGaA does not have a Board of Management. The Supervisory Board Chairman is nevertheless in regular contact with the general partner and discusses with that company’s Board of Management issues of strategy, business development, the risk situation, risk management, and compliance at the company.

    e) Recommendations E.2 and E.3:

    E.2 and E.3 include recommendations concerning the handling of conflicts of interests on the part of members of the Board of Management. The KGaA does not have a Board of Management. Conflicts of interest on the part of members of the Board of Management of the general partner and any sideline activities are dealt with by the general partner.

    f) Recommendations G.1 to G.13, G.15, and G.16:

    In G.1 to G.13, G.15, and G.16, the DCGK sets out several recommendations concerning the remuneration of the Board of Management. The KGaA does not have a Board of Management and the Supervisory Board does not have the powers to determine the remuneration of members of the Board of Management at the general partner.

    2. Past-related section

    The company basically complied with the recommendations of the Code in the version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020 with the exception of the deviations already stated and substantiated for the future in Section III.1 above.

    Furthermore, the company did not comply with the new Recommendation D.1 Clause 2, according to which the Supervisory Board should publish its rules of procedure on the company’s web-site. The Supervisory Board did not deem this necessary and viewed its rules of procedure as an internal matter. In addressing the first Declaration of Conformity with the Code in its version dated December 16, 2019, the Supervisory Board nevertheless decided to comply with the recommendation to publish the rules of procedure and initiated the publication of such.

    Bornheim bei Landau, December 2020

    HORNBACH Holding AG & Co. KGaA

    The Supervisory Board of HORNBACH Holding AG & Co. KGaA

    The Board of Management of HORNBACH Management AG

    --

    Archive Declarations of Comformity

    2019 PDF (75.92 kB)
    2018 PDF (58.96 kB)
    2017 PDF (119.18 kB)
    2016 PDF (104.53 kB)
    2015 PDF (174.02 kB)
    2014 PDF (33.02 kB)
    2013 PDF (26.26 kB)
    2012 (2) PDF (24.31 kB)
    2012 (1) PDF (101.17 kB)
    2011 PDF (24.63 kB)
    2010 PDF (25.60 kB)
    2009 (2) PDF (23.78 kB)
    2009 (1) PDF (21.92 kB)
    2008 PDF (107.50 kB)
    2007 PDF (25.56 kB)
    2006 PDF (22.90 kB)
    2005 PDF (46.27 kB)
    2004 PDF (22.52 kB)
    2003 PDF (23.67 kB)
    2002 PDF (11.38 kB)
  • Declarations of Conformity of
    HORNBACH Baumarkt AG

    PDF-Download 1 of 2 - December 2020 PDF (98.95 kB)
      

    Declaration of Conformity with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)

    The Board of Management and Supervisory Board of HORNBACH Baumarkt AG hereby declare pursuant to § 161 of the German Stock Corporation Act (AktG):

    I. Declaration in respect of the German Corporate Governance Code in the version dated February 7, 2017

    The recommendations of the “German Corporate Governance Code” in the version dated February 7, 2017 and published in the Federal Official Gazette on April 24, 2017 were basically complied with since the submission of the previous Declaration of Conformity in December 2019 through to the publication of the German Corporate Governance Code in its version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020. No application was made of the recommendations in Points 3.8 (3), 4.2.5 (3), and 5.4.6 (3) Sentence 1; through to March 1, 2020, no application was also made of the recommendation in Point 4.2.3 (2) Sentence 3.

    These deviations from the recommendations are due to the following considerations:

    Point 3.8 (3):

    In Point 3.8 (3), the Code recommended agreeing a specified deductible in any D&O insurance policy taken out for supervisory board members. No such deductible has been agreed at the expense of Supervisory Board members. This would reduce the attractiveness of Supervisory Board activities, and thus also the company’s chances in the competition to attract qualified candidates. The recommendation made in Point 3.8 (3) was therefore not followed.

    b) Point 4.2.3 (2) Sentence 3:

    According to Point 4.2.3 (2) Sentence 3, variable components of management board remuneration should generally have a multiple-year assessment basis that essentially has forward-looking characteristics. Based on and due to the employment contracts in place at the time, the company deviated from this recommendation through to the new remuneration system taking effect as of March 1, 2020.

    c) Point 4.2.5 (3):

    The remuneration paid to the Board of Management was not presented separately for each member. The Annual General Meeting held on July 7, 2016 resolved to uphold the more guarded approach towards reporting management board remuneration. For this reason, no use was also made of the “model tables” in the “German Corporate Governance Code”.

    d) Point 5.4.6 (3) Sentence 1:

    In Point 5.4.6 (3) Sentence 1, the Code recommended that the remuneration of supervisory board members be reported in the notes to the financial statements or the management report on an individual basis and broken down into its constituent components. Given that the amount of remuneration paid to the Supervisory Board is governed by the Articles of Association, we did not see any need to disclose individual remuneration packages.

    II. Declaration in respect of the German Corporate Governance Code in the version dated December 16, 2019

    1. Future-related section

    The company will in future basically comply with the recommendations of the “German Corporate Governance Code” in the version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020. No application is made of the following recommendations: C.10 Sentence 1 Case 1 and G.10.

    These deviations from the recommendations are due to the following considerations:

    a) Recommendation C.10 Sentence 1 Case 1:

    According to Recommendation C.10 Sentence 1 Case 1, the Supervisory Board Chairman should be independent from the company and its Board of Management. Albrecht Hornbach was Chairman of the company’s Board of Management from 1998 to 2001 and has been a member of the company’s Supervisory Board since April 25, 2002, i.e. for more than 12 years. Given the way in which he has critically accompanied the company’s development for decades now and the fact that his actions are always well considered and guided by the company’s best interests, there can nevertheless not be any doubts as to his suitability as Supervisory Board Chairman.

    b) Recommendation G.10:

    G.10 recommends that, taking the respective tax burden into consideration, variable remuneration granted to a member of the Board of Management should be predominantly invested in company shares by the respective member or should be granted predominantly as share-based remuneration and that granted long-term variable remuneration components should be accessible to members only after a period of four years.

    Members of the Board of Management will in future be obliged to invest 50 % of the amount paid out to them as multiyear variable remuneration (“MVR”) each year in company shares. Furthermore, the MVR is linked to a share-based performance criterion in the form of the relative total shareholder return (“TSR”). The company’s remuneration system thus has a significant, if not predominant, share-based alignment. The Supervisory Board is of the opinion that, in combination with the obligation to acquire and hold shares, the weighting selected for the TSR share-based performance criterion nevertheless creates well-balanced incentives for members of the Board of Management. The Supervisory Board believes that this lends the necessary weighting to other performance criteria and thus ensures the appropriateness of remuneration for the Board of Management.

    The recommendation that granted long-term variable remuneration components should only be accessible to members of the Board of Management after four years is basically satisfied in respect of the MVR: The company grants tranches of the MVR to members of the Board of Management with a performance period of four years in each case. The payout amount calculated for each tranche is only due for payment after the final financial year in the performance period. For the 2020/21, 2021/22, and 2022/23 financial years, members of the Board of Management nevertheless each have the possibility of receiving a prepayment amounting to 25 % of the target amount of the tranche stipulated for the respective financial year. This possibility is intended to make up for the three-year payment gap arising due to the conversion from the retrospective three-year MVR valid up to and including the 2019/20 financial year to the prospective MVR. Given this option on the part of members of the Board of Management, the company has – on a precautionary basis – declared a deviation to this recommendation.

    2. Past-related section

    The company basically complied with the recommendations of the “German Corporate Governance Code” in the version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020 with the exception of the deviations already stated and substantiated for the future in Section II.1 above.

    Furthermore, the company did not comply with Recommendations D.1, Clause 2, and G.3 Sentence 1, Final Clause, with this being due to the following considerations:

    a) Recommendation D.1, Clause 2:

    The recommendation that the Supervisory Board should publish its rules of procedure on the company’s website is new. The Supervisory Board did not deem this necessary because it viewed its rules of procedure as an internal matter. In addressing the first Declaration of Conformity with the German Corporate Governance Code in its version dated December 16, 2019, the Supervisory Board nevertheless decided to comply with the recommendation to publish the rules and procedure and initiated the publication of such.

    b) Recommendation G.3 Sentence 1, Final Clause:

    The new Recommendation G.3 Sentence 1, which requires the assessment of whether the specific total remuneration of members of the Management Board members is in line with usual levels compared to other companies to be determined by reference to an appropriate peer group of other third-party companies, was already implemented by resolution of the Supervisory Board dated December 17, 2019 concerning the new remuneration system for the Board of Management effective from March 1, 2020. As explained in the remuneration report for the 2019/20 financial year, however, the new remuneration system for the Board of Management will only be explained in the remuneration report in the 2020/21 Annual Report. This being so, the Supervisory Board did not deem it appropriate to already publish the peer group – on a standalone basis and taken out of context – in the remuneration report in the 2019/20 Annual Report. This information will nevertheless be published in the remuneration report in the 2020/21 Annual Report.

    Bornheim bei Landau, December 2020

    HORNBACH Baumarkt AG

    The Supervisory Board

    The Board of Management

    PDF-Download 2 of 2 - May 2021 PDF (81.73 kB)
      

    Intra-year Amendment to Declaration of Conformity with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)

    The Board of Management and Supervisory Board of HORNBACH Baumarkt AG hereby declare pursuant to § 161 of the German Stock Corporation Act (AktG):

    The Board of Management and Supervisory Board of HORNBACH Baumarkt most recently submitted their Declaration of Conformity with the German Corporate Governance Code in December 2020. In the future-related section, they declared that the company would in future basically comply with the recommendations of the “German Corporate Governance Code” in the version dated December 16, 2019 and published in the Federal Official Gazette on March 20, 2020 with the exception of Recommendations C.10 Sentence 1 Case 1 and G.10. In addition, the Board of Management and Supervisory Board now declare that the company will in future also not comply with Recommendation C.11.

    According to Recommendation C.11, the Supervisory Board should not include more than two former members of the Board of Management. With Albrecht Hornbach, who was CEO of HORNBACH Baumarkt AG from 1998 to 2001, and Martin Hornbach, who was also a member of the Board of Management of HORNBACH Baumarkt AG from 1998 to 2001, the Supervisory Board already includes two former members of the Board of Management. On May 19, 2021, the Supervisory Board decided to propose Steffen Hornbach to the Annual General Meeting of HORNBACH Baumarkt AG for election as a further member of the Supervisory Board for the period from January 1, 2022 and as successor Prof. Dr. Jens P. Wulfsberg, who has stood down from his position on the Supervisory Board as of the end of December 31, 2021. Steffen Hornbach was a member of the Board of Management of HORNBACH Baumarkt AG from 1992 to 2019 and CEO from 2001 to 2019. Given his longstanding activity at the company, he has extensive experience in the management and strategic further development of the HORNBACH Group. From the perspective of the Supervisory Board, his election would be a great gain for the company. At the same time, the activities of Albrecht Hornbach and Martin Hornbach on the company’s Supervisory Board are greatly appreciated. Furthermore, their activities as members of the company’s Board of Management ended decades ago. From the perspective of the Supervisory Board, there are therefore no longer any considerations that might contravene their ability to provide independent advice and supervision in their capacity as Supervisory Board members.

    Bornheim bei Landau, May 2021

    HORNBACH Baumarkt AG

    The Supervisory Board

    The Board of Management

    --

    Archive Declarations of Conformity

    2019 PDF (81.65 kB)
    2018 PDF (26.81 kB)
    2017 PDF (116.66 kB)
    2016 PDF (103.55 kB)
    2015 PDF (107.19 kB)
    2014 PDF (42.78 kB)
    2013 PDF (33.06 kB)
    2012 (2) PDF (30.44 kB)
    2012 (1) PDF (112.83 kB)
    2011 PDF (32.25 kB)
    2010 PDF (33.79 kB)
    2009 (2) PDF (31.24 kB)
    2009 (1) PDF (28.38 kB)
    2008 PDF (187.04 kB)
    2007 PDF (31.73 kB)
    2006 PDF (95.41 kB)
    2005 PDF (97.32 kB)
    2004 PDF (26.02 kB)
    2003 PDF (31.28 kB)
    2002 PDF (12.55 kB)

Related Topics

Share price

We use a third-party service to embed stock quotes and the stock chart. This service may collect data about your activities. Please accept to view this content.

Accept

News

  • Credit Rating: Hornbach Baumarkt AG upgraded by S&P to 'BB+' from 'BB'

  • Hornbach now at 16 locations in the Netherlands

Contact

Calendar

HORNBACH Holding
Financial Update: 3rd Quarter of 2021/2022 as of November 30, 2021
HORNBACH Baumarkt
Financial Update: 3rd Quarter of 2021/2022 as of November 30, 2021

Mediaservices

Order service Newsletter

Media center